The Time Lord's Wife
by Shiroiyuki3
Summary: A chance encounter brings the Doctor face-to-face with an old acquaintance, one he thought had perished with Gallifrey. A spark of hope flares, a link long-dead rekindled. Who is she? Why now has she resurfaced? And what of her compass, a guiding light given to the Doctor to find her in his darkest hour? Can Rose win his heart or was it never hers to claim? 10/Rose, 10/OC


**The Time Lord's Wife**

**Doctor Who**

**Episode 1: The Mistress of Time**

**Disclaimer: I do not own Doctor Who, its characters, its plot points and devices, or its TARDIS. I do, however, own all characters introduced in this story by me. Please do not sue.**

A peculiar cyclic, wheezing _vwoooorp vworrrrp__ vwoorpping_ sounded on the quiet streets of London, stirring up a breeze as if from nowhere. Newspapers proclaiming the _End of Days_ blew about in whirlwind spurts like tiny tornadoes along the cobbles and across the curb. The air fizzled for a brief moment. An alleyway previously unimportant was about to be the location of legend. This extraordinary affair of blue police boxes materializing out of thin air was witness only to a small tabby digging in an overturned bin down the lot. The v_woorp vwooorp vworrping_ ended abruptly and sent the cat screaming down the alley.

"Well, here we are then," a bright voice proclaimed as the man stepped outside. Or rather, peered out into the thin space made available to him. He dug into the pocket of his wool jacket for a moment, retrieving a strange device and frowning. "Not quite where I imagined we'd let out though."

The box had parked roughly a foot away from the alley's wall, leaving only a hair's breadth between. The man openly frowned and scanned the sky, the alley, the close proximity, and made a face.

"Right then."

Back inside he went and another round of _vwoorpping _filled the silence. Moments later the box had rematerialized in a more proper situation.

"Much better."

"Doctor," a voice behind him made the man turn, eyes perked up in expectation. A woman, his companion, rushed from the blue police box with an air of adventure. "Are we in London, then? I thought you said we were off to the end of the world? Again. Or rather, you know, something like that?"

Rose Tyler, all pink and yellow and all his, joined him where he stood in the alley. The man smiled in delight at her. So full of life, this one.

He breathed in deeply, made a face, dropped it suddenly, and then doubled back. His eyes, the most expressive part of him, narrowed in concentration. "Right, well, I did say that, didn't I? Wait a minute –"

The Doctor scanned a nearby bin with renewed vigor and shook his head. The tabby, grouchy from being disturbed, had wondered back. It gave him a look and disappeared with cranky disinterest behind the bin. Not missing a beat, the man shrugged happily and turned to look at Rose again.

"Guess not."

The pair walked for a bit. The streets here were much too quiet for this time of day, much too devoid of life and people. The absence was unnerving. The Doctor watched his companion shiver as they passed an abandoned playground and frowned for her, his brain forever thinking about infinite possibilities, notions, ifs and buts, and all the nitty gritty in between. There was something about this place that made him feel nervous and giddy all the same. His two hearts beat faster. What was this feeling?

They crossed beneath a streetlight, dormant in the afternoon sun. A red telephone box on the street corner provided momentary base for the two investigators as they took in their unusual surroundings. Paper tornados stirred up and fluttered away as the pair paused. Rose leaned against the box, most curious.

"Doctor…what happened here? Where is everyone?"

A moment of interest was spent looking at a road full of vehicles, all parked with doors ajar, in various stages of traffic jam. The people had fled from here in a hurry. Something had happened. Something bad.

"I don't know," he answered honestly, feeling for all the world the timeless vagrant he truly was. That strange sensation overtook him once more, pulling at his heartstrings. He rarely was stumped but right now he couldn't make heads or tails of any of it. A double-decker bus had been left some ten or so meters away. Something about it drew the man's eye. "Come on," he instructed gently, nodding towards the abandoned beast.

Rose touched the door where it stood ajar, confusion playing on her beautiful face. The bus was totally vacant. "Where have they all gone?"

The Doctor could only fix a sober look upon her as something floated past. He scanned the paper with his observant eyes, fluttering around the empty street. A caption over a ghastly photo struck his fancy. _No! Oh, anything but that…_They were interrupted before he could speak. A sound, terrible and getting closer, caused the pair to dash inside the bus. Rose, ever the curious one, peeked out from one of the windows as something passed below on the street. It was a person. Or…rather…could have been a person. For all intents and purposes it was a person. But it moved unnaturally.

"Doctor," she whispered as if in a trance, "what is that thing?"

"Rose," the man said seriously, the most serious she'd seen him in a long time, "don't make any noise or sudden movements. That…_thing_…it's…"

And suddenly further up the street there was movement. A group of survivors had broken free from whatever safe haven they'd been keeping, stupidly drawing the creature's attention. The movement was terrible. The sounds, worse. Together the Doctor and Rose watched in terrified fascination as humans met their unfortunate and grisly end.

"Oh, _god…_"

"Look away, Rose." The Doctor stared wide-eyed at the display, holding his companion's head as she cringed softly into his shoulder. It was worse than he thought. Much, much worse. "Make not a sound."

"They just…sucked their brains. Right out of their head. Sucked them. What…what are they?"

As the last of the humans had been overtaken, the man digested all the information rapidly passing through his mind with an affronted grimace. He hadn't thought he'd ever see such horrible things ever again.

In a voice quite unlike his normal quirky cadence, the Doctor stated, "Solarion drones. Mind suckers, the lot of them. Latch onto their victims and…_well…_" words just couldn't sum up the dreadful display. He winced, eyes never moving from the crumpled human dead on the ground. The man knew from experience that this sick job was only half-complete.

The Doctor was genuinely sorry. With strangled grief he watched the ravaged victims stand back up. The Doctor glanced at Rose silently, wishing even now she could somehow go on through life without ever seeing such things. She seemed to be in shock.

"Repossess the dead," the man finished quietly, appropriate for the new development happening outside on the street below.

Zombies, the lot of them. Herds of them. The Doctor had succinctly explained that they were in fact, not zombies at all, just mind-drones possessing the shell of their victims and using them as a host.

"So, zombies then," Rose reaffirmed with mild annoyance. She'd seen more in the last hour than she'd ever want to see again. The woman knew they were past technicalities.

The grand-scale culling of humans from their brains downward, and then the subsequent reanimation of said humans by the very beasts which had killed them, deserved to be called what it was: Zombies. _Oh god, Mum is out there somewhere…_

"Yes but not really," The Doctor was ever in need of being correct, even in the face of such dire times.

Once the creatures had finished their dark harvest and wandered off, the two time travelers had fled their bus. Now they were shuffling down a nearby alleyway. He scanned an adjacent passage with intelligent eyes. The drones had to be operating from a central hive of sorts. It would be a building in the center of town. Something quiet. Something which not too many people would go out of their way to visit. Something…like this abandoned school…_Huh, when had that gotten here, then?_

"You see it isn't a disease or anything of that sort. They're _mind drones_. They possess anything that can be an adequate host; humans just happen to be on the menu. Wonder how the Solarions ended up _here_ of all places…"

His hand felt the plaster wall of the building. It was cool and dank in there. Perfect breeding grounds for a Solarion fleet. A jolt of something he couldn't quite explain passed through him. His hearts beat wildly for a moment. Without waiting for Rose to ask, the man licked the brick and assessed the assorted tastes as only an epicure could. He quickly analyzed the facts: cheap lunchroom food. Schoolbooks. Germy little hands with sticky fingers. Early adolescence. Shame. And…something else. Lingering there, for just a split second. Another taste settled heavily on his palette as the predominate one.

"Just as I thought," he licked it again, perhaps just a little unnecessarily, "space dust. This building is lousy with it."

Rose was not listening. The Doctor was always mumbling on about something or other.

"Hardly matters what caused it, I'd think." She stretched up towards his shoulder as the two of them peeped into the small window of a maintenance door, having just reached an outlet in the alley. Her voice was all business. "Fact remains that the undead are _walking_ _about_."

The Doctor opened the door as silently as possible, utilizing his Sonic Screwdriver to unlock the bolt. Something in the air here had his spine tingling. "Not contagious." He continued, unfazed, the notion bubbling out of him as if on a whim. He held the door to his female companion and shut it promptly, using his tool to seal it behind them. "Their bites will do nothing to you. The tentacles, yes, goes without saying, but the bite…nothing."

"Doesn't matter."

"Does," he huffed indignantly, using his Screwdriver to unlock another door. The air was so much cooler here. Maybe that's why he couldn't control the little hairs on his arm from standing. The doctor ducked around the hallway for a moment or two, feeling various locations on the wall. There was an itching sensation nagging at the back of his mind. What was it?

"They eat brains."

He had assumed their conversation had ended, as Rose had said nothing in the last few minutes. He turned to her, all distraction. "What?"

"They eat brains," She repeated as if it were the most natural thing. "The drones. Solarions, or whatever they call themselves."

"What does that matter?"

"Look," Rose said, watching him pace around like a fool, "If that isn't the mark of a zombie, don't know what is."

The Doctor decided that there was still more ground to cover, leading the girl further into the school. That feeling was quickly turning into something else, a yearning of sorts, something unexplainable. His whole being was reaching out toward something he couldn't quite describe. They passed by a case full of awards, medals, and trophies. He briefly looked at himself in the glass doors. He looked like a man, possessed.

"Zombies, the traditional kind that is, spread their affliction through a bite. A scratch. A transfer of DNA through contact with infected blood. Mind drones just bud a new drone and split from the host, attaching themselves to the next human. Completely different animal, mind drones. Now, quiet."

They'd stopped behind a corner, pressing their bodies up against the wall. Rose made a face. Something had dripped down the back of her hoodie. Her arm was hit with a glob of cold wet goop. The stone was slimy and slick with something close to, but not quite the same, as snot. She lurched away abruptly.

"_Ugh..._"

"_Shhh_," The Doctor urged her, pressing a finger to his lips. The woman had begun rubbing the muck from her vigorously. She threw him a face. Without another word he pointed around the corner. Careful to remain silent, he mouthed, "over there."

At the end of a corridor the walls had sprouted tentacles, all wriggly and mucus covered, pulsating with life. Rose was thoroughly disgusted. The smell was something terrible, like the stench you'd get off a bin behind a fish and chips place. It was rank.

Still not saying anything the Doctor pointed to another corridor, not far off, where the tentacles seemed to be growing thick like weeds. They eroded the line of lockers on either side, doors twisted and hanging limp at their hinges. Books had been scattered on the floor where they'd fallen. A single light flickered restlessly above, sputtering to a sudden death with a sharp _bzzzt_. The effect was terrible. He made an exaggerated gesture to suggest splitting up which Rose frowned at.

"Got to be kiddin' me, I ain't going down that lot."

The man frantically waved to keep her from speaking but it was too late. The Solarions reacted to sound and they'd been detected. Quick to find a solution, the Doctor took Rose's hand and started to run.

"This way!"

They rounded a few more corners. A door at the end of the corridor drew him instinctively. The hair on his arms stood on edge. He needed to go inside. Rose desperately pleaded with the man to hurry up as he attempted to unlock the thick metal door, the sounds of their undead pursuers echoing dangerously closer down the corridor.

"Doctor, hurry!"

The Sonic Screwdriver bleeped and finally there was a soft _click_ of bolt sliding open. Soon the door was closed securely. The two of them hid from sight. Through the small window, Rose could see a few zombies lurching closer. They were following the trail of sound, mindlessly. The sight of them made her dizzy. And was it her, or had it gotten colder? She rubbed her arms a bit.

"You think they'll find us?" She whispered, finally aware of the volume of her voice, careful to keep all sound to a bare minimum. Her taste for adventure had been awakened and for the first time since they'd stepped out of the TARDIS, Rose was having fun. Her eyes has widened with something akin to amusement.

"Probably," The Doctor had already begun examining the room. It was here, the source of that strange feeling. What was it? Desks in neat little rows were checked for their relative usefulness. They were about as useful as a sandwich to a rock. The severe dip in temperature was a good sign but that was about the only lead he had at the moment. "Oh, what's this then?"

The man opened a door behind the vacant professor's desk and drew a sharp breath.

"Oh."

"Is it a way out?" Rose asked hopefully from her perch on a desk. The zombies had begun assaulting the other side of the door, having heard the pair inside the room. She looked blankly at the source of the groaning and made a face. Considering their impending doom she was taking all of this fairly well. She crossed her leg, wishing she'd worn a thicker pair of jeans. "Well, how 'bout it? Any luck?"

When the man didn't answer, Rose looked up. He was just standing there. The woman rolled her eyes and hopped down from the desk. She smoothed a hand down her hoodie. She'd forgotten how dreadful school had been for germs.

"Are you listenin'?"

Rose leaned towards where he was looking and straightened. Inside the adjacent office, near a sink meant for cleaning lab utensils, there was a woman. She most certainly took her time noticing them. She stood peering into a vent on the wall, brandishing something the Doctor couldn't quite see. Without a word, the woman finished and put her tool away, regarding him fully.

"Oh," the woman said pleasantly. "Hello."

"Hi," said the Doctor as if in a trance.

Something about this woman, although he was sure he'd never seen her before in his life, was so familiar. That odd sensation had reached its climax. He could feel himself being drawn to her. He swallowed hard. It was her eyes, the man decided. Her beautiful brown eyes. Where had he seen such eyes before? Hundreds of lifetime's worth of information filtered through his mind as he racked it, trying to place her. He made a face.

Rose sized this woman up quickly, pronouncing her to be a non-threat. She was beautiful, granted, willowy even. But _look_ at her. Cloaked in a modest belted wool dress and black boots, the woman wore a vintage mod coat hanging open on her model frame like some wannabe secret agent from the 60's. She was positively outdated. What would have been described by others as slender wolfishly became smallish hips and lanky legs to Rose. No chest. Dark hair was pulled loosely into a bun, such a waste. A pair of large sunglasses had been pushed up and perched atop her head carelessly. All-in-all one of the oddest numbers she'd seen in a while.

After consulting what looked like a pocket watch cast in gold, she smiled with friendly acknowledgement at her sudden guests.

"Hello," she repeated to Rose, slanting sideways slightly to greet the woman standing behind the Doctor. She waved.

There was a mild pause. The strange newcomer's expression sobered with something similar to nostalgia, taking the pair of them in. As quickly as it had come, the glimmer had passed. The woman shrugged.

"Well, I'll be off then. Cheerio."

"Wait," the man insisted, blindly. "You can't just go out there. There are those…_things._" The Doctor found himself at a loss. He waved animatedly as he thought of what to say. It was Rose's suggestion, made on a previous travel of theirs, that he keep the technical jargon to a minimum. Normal humans seldom took well to it. With mounting shame he finished, "those…_zombies._"

Rose pumped her fist into the air and squealed. "Yes, I _knew_ it! I knew you secretly agreed with me." She gloated her victory into his face for a moment, missing the seriousness which had overcome him, quite forgetting the strange woman standing only a few meters away. The Doctor had resumed his slow descent into those eyes. Where in Rassilon had he seen them before? Something about her just…nagged at him.

The woman seemed unperturbed. "Oh, I'm sure I'll be fine. Well, off we go."

"You're not just gonna to let her go, are you Doctor?"

The woman flinched at the name, missing only a beat. A curious smile spread across her face. _Ahhh,_ she'd finally put two and two together. _Makes sense. He did love Earth so._ She again turned to leave. "Oh, not to worry. Just gonna pop out for a bit, stretch the old legs. Head to the loo perhaps. Well, ta."

A small wave later, the woman had disappeared into the mind drone chaos outside. Rose looked flabbergasted. "She just walked out. Into the horde of zombies. Just walked right out there. Wanted to stretch her legs, she said. She's mad!"

The Doctor thought about it. His face peeled back into a manic grin. "She's brilliant!"

"What?" His companion said, exasperated. _He'd_ gone mad. "How is _that_ brilliant?"

She watched as the man frantically retraced the woman's steps, examining the ventilation cover with his Sonic Screwdriver, turning on and off the sink water, clicking experimentally on the faucet. After a moment he licked the metal and sorted out the tastes with a discriminating tongue. The Doctor then laid his head upon the vent cover, listening to a soft thumping beyond the grate. The metal was cold as ice. "Yes, yes…" His eyes alighted on the door she'd only just gone through. "Of course…"

"Didn't look like a professor to _me_," Rose mumbled, crossing her arms against the slight chill. "What was she even doing here I wonder? Bit late for class, isn't it?"

"Rose," He turned suddenly, his voice full of excitement. "Do you happen to know what makes a Solarion queen crave cold, moist spaces?"

"…no?"

"Cool air helps amplify the voltage of their temporal and cerebral communication links. That is to say, helps them think better.

"You see, their queen will burrow herself deep into a quiet, moist space and send out her soldiers," The man quickly overturned a colander full of pens on the desk and scattered them to look roughly like a battlefield, a capped pen surrounded by several open pens, a pencil, and a paperclip becoming his example. He had gone to mumbling about how he would have called the woman a genius, but…well, _you know…_

He moved the paperclip eagerly, very much in contrast to Rose's vague interest. "Like this, only with mostly cephalopod-shaped creatures. When they are close by their brainwaves stay in tune with one another, _but,_" the Doctor pushed the paperclip further away from the rest and leveled his eyes onto his thoroughly put-out companion, "at great distances the link diminishes and eventually," the paperclip was knocked off the table completely, "the drone becomes unstable, dies, and/or has the potential to…go _rogue._ It's rare, but can and does happen."

The way he said "rogue" brooked no misunderstanding that doing such would be very bad, indeed.

"So," the man plucked the capped pen up and waved it intellectually at no particular thing, "in order to buffer this, the queen's primary function is to find the coldest, dankest, most miserable place she can to use as their base of operation, latch herself on, and send the signals from there. Strengthens the waves, extends their range, say a few hundred thousand kilometers or so, and practically makes them indestructible.

"On her own, the queen generates a little bit of cold…but add something, say, a network of pipes all connected to a source of water at the center of town and…well, I'd think she'd have a bit less trouble keeping her children in line."

"But what does it all mean, Doctor?" Rose's thirst for adventure had been put on momentary hold by all the technical. The man could explain things until blue in the face if left unchecked.

That same manic grin spread across his features with renewed enthusiasm. He tossed the pen up and caught it in the same hand, turning to face the ventilation cover and sink.

"It means we should head to the loo."

Rose had been skeptical about leaving the safety of their office, but the sound of the adjacent classroom's door being broken into quickly persuaded her otherwise. They fled into the hallway, only to see a massive horde of drones still emptying into the classroom's door. They were swarming the last known location of noise. Careful not to make a sound, the two adventurers disappeared behind the corner into another hallway thick with tentacles.

They froze. Quite literally.

"It's so cold," Rose chattered out, shivering. It had been almost 25 degrees Celsius only moments ago. Now it felt like 25 degrees Fahrenheit. "It's gone all brass monkeys in here."

"Brass monkeys?" The Doctor took a moment out of the day to regard her, "I like that."

"Yah?" Rose smiled up at him, her breath causing little puffs of smoke. "Borrowed it from my Mum."

The man stepped over a particularly robust tentacle rippling on the floor and helped his companion do the same. "Really, Jackie? I've never heard it."

"No? She only uses it all the time. Maybe you should spend Christmas out with us more often."

They rounded the corner.

"Ahh." Said the Doctor slowly, having just found what they were looking for. He stood staring at it, making a face. True enough, the loo was within arm's reach.

"Learn to be a bit more domestic, although you'd probably disagree," Rose's mirth dropped off suddenly as she looked up to find a wall of pale, throbbing mollusk before her. The creature had completely grafted itself onto the inner building. It had filled the bathroom until there was little room left, and out of necessity, spilled into the hallway, blocking off their path completely. A terrible large eye, the size of a man-hole cover, rotated round to face them. The pupil narrowed as its vision centered on the pair of travelers only a few meters from it.

"Ummm…is it okay for this thing to see us?"

"Rose," said the Doctor near her ear, backing up slowly. "Looks as if this loo is occupied. Let's go find another, shall we?"

"Should it have looked at us?" She asked again as they ran down another corridor, past the teacher's lounge, past a door leading to a large gymnasium. The woman paused briefly near the mouth of the doorway and almost lost it. "There's thousands – Doctor!"

"Not the time to linger, Rose."

He'd pulled her away from the horde of undead hosts, now fully aware of their presence inside the school, and together they dashed down yet another corridor. The queen was ten, no, twenty times the size it should have been. The Doctor wasn't sure what to make of it.

They'd found themselves crossing beneath a lobby of sorts, all impressive in its cathedral-style open breezeway. The air here was warmer by far. The man felt quite put out. They were running the wrong way…but what choice did they have? Another pocket of mind drones were alerted and began their pursuit.

"Come on," The Doctor, took Rose by the hand. They ran down a flight of stairs and were joined unexpectedly by the woman from earlier. She ran parallel to them. She didn't seem all that bothered by being chased.

"Oh, hello again."

"You! Thought you went to the loo," Rose breathed sardonically, jumping over a wayward tentacle. "You know, to 'stretch the old legs' and so forth?"

"Did. Was sort of," the woman jumped over a tentacle as well, its mollusk arm searching up in the air behind her, "crowded in there. Hello," she greeted the Doctor from the other side of Rose. "Mind your heads."

The statement was so unusually casual that Rose almost didn't duck in time. A pulsating limb of the queen had come unglued from the ceiling and draped down low across the hallway. She'd felt its slimy flesh, was how close she'd come to being whacked in the face.

"God, that thing has loads of arms."

"Seven thousand, give or take." The Doctor saw a door marked with stairs and guided his two companions towards it. The queen shouldn't be this big. Something was not right…

He barreled through and sealed the door neatly with his Sonic Screwdriver after the two women had joined him. Down the stairs they went, "Come on!"

They'd reached the basement, although by the look of it the mollusk had been first. Serious redecorating had taken place here, appendages of the great space beast wrapping, weaving, and otherwise winding around whatever available space it could find, like a great squid upon a ship of ages. Pillars for the foundation had been pulled down in places under the terrible weight. The floor was a carpet of twisting, wriggling tentacles.

"Those things are still up there, you know."

Rose had begun pacing, trying not to trip on the writhing rope of cephalopod limbs before her.

"Yes," The Doctor agreed, a touch preoccupied. He was still trying to figure out where he knew this new woman from. That feeling he'd felt all day was at its worst in such close proximity to her. It felt so familiar. Bittersweet. She had wandered over to a service door, testing the handle. Locked. The woman took out her watch once more. "Could break through any moment now."

"Well, as long as we're all on the same page," Rose said weakly. "Any way outside from here? It was your idea to trek downstairs of all places."

"We should head to the boiler room," That strange woman was on it again, much to Rose's chagrin. She paced forward over the rippling sea before them without seeming to mind the alien-ness of it all, to another door. It seemed to be the one she wanted. The pocket watch returned to its home. "It is directly beneath the hive. If we can send a pulsation of heat and electromagnetic waves from there, I think we'll be able to stop the Solarion queen and her drones."

She flinched only slightly. _Whoops._

"Wait a minute, how do you know that? How do you know about the Solarions?" The Doctor was all suspicion, narrowing his eyes and coming around to face the woman in the mod coat. "You shouldn't know that," He looked to Rose, all shocked silent where she stood near the stairway, attempting to gain her support in this, "She shouldn't know that."

The woman was unfazed. She sounded almost tired, using a voice one would adopt when explaining something to a small child. "You said 'Solarion' earlier. I merely remembered, is all."

"No I didn't, _no I didn't_. I said 'zombie'. I clearly remember _that_ one's gloating." He pointed towards Rose and smiled fondly, leveling an accusatory finger at the strange woman who knew too much. "Who are you? Come now, out with it."

The woman sighed, reaching into her pocket. There was no getting around it, now. She pulled out a small flap of paper in much the same way the Doctor did on occasion. The voice she used was all business, rehearsed, but carried something akin to resignation. "Rita Ashley. I'm an inspector for the Crown. Investigating the appearance of sudden alien life forms in the London area. Don't worry, dear, you are quite safe."

She flapped the paper closed and waited. She knew what was to happen.

The man stared blankly into her eyes for a moment or two, not trusting his own hearts. That was psychic paper. Those brown eyes triggered something in him. A memory. Something he hadn't seen or felt in over…_Rassilon_, in over four hundred years.

"…Mistress?" His voice was quiet, afraid. Rose had never heard him so vulnerable. She watched from her vantage point as the man sidled up to their strange visitant as if she were some specter. "Mistress…my god, it really _is_ you."

"Hello, Doctor." She confirmed with a smile, a touch sad. "Been awhile."

"You're dead," was all he said, confusion and disbelief fighting over stake on his brain.

"Quite."

He rounded on her suddenly, "No, I mean it. Our planet was destroyed in The Great Time War. You fought in it! I _saw _you.

"Daleks and Time Lords – Ladies, very well – all locked in battle. And you, you in the middle of it all! How is it possible – _no,_" The man had wheeled around in frustration. The idea was too terrible. He turned back toward her darkly, "_Oh_, no no _no._ You _can't_ be here! You simply can't…it isn't even a question of how you survived, since you _couldn't _have. Not in The Moment. You simply shouldn't exist!

"How are you here?! You can't be…you…simply _can't_ _be._"

Mistress clucked, unimpressed. "Oh pish, posh. You see me standing here. Obviously that would imply I _can._"

"But how…?"

"I fled," she said simply, getting out her tool from her pocket once more. She pressed the button and waited as the door slowly clicked unlocked. It was a tool reminiscent of the Sonic Screwdriver and the Doctor had taken notice almost immediately. She smiled briefly, preoccupied. "Like a coward. Now, shall we?"

She continued walking toward the boiler room through the new corridor. It was a tight fit, awash in pipes spurting out steam. The Mistress shook some slime from her stiletto boot with a frown and weaved around a few tentacles, careful to avoid the live conduit. The limbs were sparse here, as the air grew warmer. The Doctor couldn't believe how lightly she was making the situation. He followed after her, Rose in tow.

"Doctor, who is she? Is she really a…a Time Lord, like you?"

Rose sidled up next to the man as they crossed the threshold after the strange woman. The Doctor looked acutely uncomfortable at the question. Guilt passed over his features. He willed it away and tried for his usual happy-go-lucky self. The man felt pretty secure that he'd nailed it. Possibly. Maybe. Not at all. Why he had bothered…

"Yes. Time _Lady, _actually." He gestured toward the woman still walking with determination in front of them. So particular she'd been about that distinction, back in the day. Always 'Lady'. "Mistress."

He stepped round a particularly slimy limb, helping his companion over.

"Mistress, Rose. Rose, Mistress." He quickly worked past the pleasantries.

"How do you know her?"

His lip quirked. The three rounded into another corridor filled with very few squid limbs and at last found the boiler room door.

"On Gallifrey we, Mistress and I, we…" The man knew the truth would upset Rose. The truth upset him and he'd _lived_ it. Mistress had yet to acknowledge the conversation, working on the door, wearing that distant smile she always had. Did she even think about him after all these years? Somehow he knew the answer was no. So reluctant she'd been to tell him who she was!

The Doctor bristled.

Thinking of Rose's best interests, he decided to put it as delicately as possible. And that meant hedging around the truth. "We had been selected based on compatibility of DNA, intellectual competence, and general appeal as determined by the High Council, Rose. We were from the same chapter, different houses, but still, raised in much the same way. We were…chosen."

"Chosen?"

"Bonded, to be exact. Our genetic makeup had been united in the hope of looming new students at the Academy."

"Meaning what, _exactly?_" Rose said warily, using his word to her advantage. She passed by a few more overtaken pillars and grimaced. They'd fallen on their own accord, sans tentacle, just from pure stress. "I don't understand."

Mistress, taking pity on the girl, sighed and finally piped in. "He means we were married, dear."

Rose stopped, eyes going wide. She reeled on the man whose face had fallen with dread. She had trusted him. This whole time! This whole time…he'd been married and he'd allowed her to fall in love. She was in love with a married man! Oh, her Mum would have a _field day_ with this one!

"She's your wife?" The girl said in disbelief. "Your _wife?_ You're _married?!_"

"_Was,_" Mistress said kindly. A mild frown pulled at her lips, "It's been hundreds of years. I hardly think the title applies anymore."

The Doctor looked at her with an unreadable expression. The woman avoided his face and went back to work. She regarded the boiler room fully. No tentacles would dare get close to such an impressive source of heat. In a flash she'd gotten back out her tool, going to work to find the best point to lay down a bomb. The man glanced at Rose and felt rather put-out.

"Oh, Rose; Please don't be upset. Like Mistress said – it's been hundreds of years. Not married, not anymore." He said flatly.

"But you were," continued Rose, sounding deceived, wounded. Sometimes it struck her how little she actually knew this man. Although they'd spent so long together, gone on adventures, fell in love…he was only a stranger to her. "You were married. To her." A terrible thought surfaced. In a hushed voice she asked, "Did you…have children together?"

Once, Rose couldn't remember when, the Doctor admitted he'd been a father. When questioned he'd said no more. But the idea had been planted, and she knew he wouldn't lie about something like that. Was this woman, this…Mistress…of the Doctor's the mother of those children? Suddenly Rose looked at her in a whole new light. She _was _beautiful. She _was_ slender. And her eyes held that same gravity the Doctor's had. Her body may belie her age, but those eyes could not. They held Time itself in their depths.

The man had prepared to lie but deflated. Memories, some fond, some terrible, gave him pause. There was no reason to keep it secret now. "Yes. They were loomed, as all Gallifrey children were, using our DNA."

"Loomed?"

"Loomed," repeated the Doctor, working the word over his tongue like a fine wine. How strange it sounded now, hundreds of years after it no longer applied. Long after the curse preventing Gallifreyans from reproducing was lifted. "Loomed…_loomed_…"

"Oh, for Rassilon's sake, stop saying 'loomed'. You sound ridiculous. Rose," Mistress said with genuine care, "no matter what happened in our past, there is nothing left from it now. Do not worry, dear. He is yours and I wouldn't have it any other way."

The man stopped speaking and leveled a sober look onto his once-wife.

Before anyone could say much more, the entire building shook. Dust and debris sprinkled down as the three of them fought to stay standing. The Doctor had taken hold of Rose to steady her. Mistress flung forward and caught herself on a pipe.

"What's happening?" Rose unwound from the man once the shaking had ceased, looking up at the unfinished ceiling of pipes and rafters with fear. "It felt like an earthquake."

The Doctor ran to the boiler room's door, stopping dead in the threshold. In the main compartment of the basement several more pillars had come unhinged. Tentacles, furious and heavy, slapped here and there as its owner grew frustrated above. A horde of mind drones had broken through the stairway door and were winding their way toward the stronghold. The Doctor shut the boiler room door and, after a moment's consideration, used his Screwdriver to seal it.

"It's coming down," he whispered, transfixed. The man turned to where Mistress had resumed work on the boiler. "The building. The building is going to collapse."

"What? Is that all?" Rose replied.

"No," He choked out, looking uncomfortable. "'Gets worse."

"Are the zombies out there, then?"

"Yep." He popped the 'p' most remarkably.

"Oh, wonderful. And I suppose we are stuck here. Brilliant idea, coming to the boiler room."

Rose had begun to pace. The man focused on her apologetically and then beyond her, locking eyes with the other woman. They shared a look. That feeling from before warmed him and suddenly the Doctor knew what it was; a spark, a single searching ember from their old burned out telepathic link, trying to jump start itself. His face softened. He gently pushed the link with his mind. Encouraged it. Amidst the panic and promise of doom, the man had found hope in the most unexpected of places. The last Time Lord and Lady reunited. _Never to be alone again…_

The woman cut off abruptly.

"The boiler is rigged to explode in six minutes." Mistress said with clinical assessment. It did nothing to ease Rose's mounting panic. "I suggest we not be here when it does."

"Oh, isn't that just wonderful! Your suggestion, at a time like this. Yes, right, well, let's just go shall we?" Rose's steely determination had finally crumbled to sarcasm, a defense mechanism spurred onward further by the events that had only just transpired, turning into a vicious sort of barrage towards the one thing in the room which had been a sore spot in her mind from the get-go. Her jealousy flared. "And how do you expect us to do that, hmm? Teleport? If you've forgotten, _dear,_ there is no way out!"

Mistress hardly looked upset. In fact, despite everything going on around them, her smile seemed rather out of place. Another tremor shook them. A rafter had come down nearby, only a meter or so outside the door, sending splintering wood towards their steady pursuers.

"Fine bloody mess this is," Rose breathed casually. She looked at the Doctor and bit her lip. He'd surely get them out of the situation, somehow. He hadn't failed her yet…although she still felt rather vexed at discovering he was married. If he really was married maybe getting their brains sucked by those…things…was for the best. At least she wouldn't have to feel so betrayed anymore.

The girl sighed, folding her arms around her hoodie-clad chest. "I guess you were right, Doctor. This is the end of the world."

The Doctor wasn't listening. He again was trying to burrow into the mind of another, gently pleading with the wall blocking him from linking completely. The temptation was too great. It had been lifetimes since he'd been given such a gift. And now it dangled before him, mockingly.

"Stop," the Mistress said somberly, and although her voice was gentle it held an edge which brooked no argument. His face fell.

She whisked away all negative thoughts and said brightly, "Come now, look lively. No more talk of the 'end of world' and all that nonsense. Our ride will be here shortly."

With a smart snap of her fingers a red telephone box slowly materialized into the room. It was the same one they'd passed on the street. _Brilliant!_ The _vwhooorp vwhoorp vwhoooorrping_ that they'd come to associate his blue police box with filled the room. The sound seemed so out of place here. So extraordinary it was to see another box shaping from thin air that not until the thing was fully in the room, did the two travelers truly appreciated its existence.

The man laughed outright, covered his mouth with the last shred of propriety he had, giggled madly behind a palm, and laughed again, throwing propriety to the wind. Who needed propriety anyway? Bloody overrated thing, propriety. His eyes held none of their previous disappointment, twinkling instead with mirth and wonder. A TARDIS, another TARDIS! His mind was consumed by it all. It was gorgeous.

It was a newer model, not modern by any means, but hardly the museum piece his TARDIS was. Apparently it responded to its master's call with a snap of the fingers. He'd have to find out how and do likewise with his own.

"You have a TARDIS," The man said excitedly, whirling about the box like a child in a candy shop, taking it all in. "You have a TARDIS." He sobered, looking at Mistress with something akin to affection. "Thought they were extinct."

"Don't be daft," the woman smiled fondly at him, her gentle admonishment sounding more to Rose like flirting than anything else. "You see it standing there, obviously."

"But why a telephone box? Surely you can blend in anywhere with this thing?" He tapped its exterior, loving the acoustics. "Marvelous."

"Chameleon circuit malfunctioned some time ago. Never had the heart to fix it. Call it nostalgia, perhaps. Always been rather fond of a red telephone box."

The pride in her voice made him smile, too. How he'd missed this. This unspoken understanding only another of his kind could provide. He could explain something until he was blue in the face, but at the end of the day only someone who lived his life could really understand. The weight of that knowledge struck him. He looked a bit lost, adrift in splintering rafters and falling dust. The building roared with another crack to its foundation. The floor shook beneath their feet.

"Shall we?" The woman had already opened the door, allowing the pair to walk through. She grinned before shutting the door behind them.

The interior was unexpectedly different from the Doctor's TARDIS, save the central heart of the box which was alight with life and power. The walls were pops of color, undeniably bold and fashion-forward, however outdated this particular fashion was. Haute couture from back in the day had been crammed in the single room, with retro ball chairs and lava lamps showing a bit of flair. A great circular couch covered in white vinyl sat in the middle of it all, atop the groovy shag carpet as if floating on little ball legs. It looked as if Andy Warhol had gotten loose in here. The Swinging London scene was prevalent. Such a contrast from the world outside.

Rose couldn't help the shock slipping from her open mouth. The man standing at her side was speechless.

"Someone should tell Agent 99 that the sixties are over."

Mistress sprinted her twiggy frame up to the control panel, the top of which had been manipulated to look like one of them space-age lamps made of spun aluminum. She didn't seem to hear Rose's comment. Amusement played on her face as she geared up to transport.

"Hold on, everyone."

The Doctor left his companion to her musings over a plastic chair and joined the woman at the console. He watched, fascinated. "What model is this, then? Hardly a thing like mine…The controls, there, and there, all are…squiggly squabbly. And that one –" He pointed animatedly towards a lever looking for all the world a casino's pull, "I don't have that. What is that?"

"It's newer," She agreed vaguely and pressed another button. They'd begun their jump through space. "Type 45, I think it was. 46? Mark 5. Been a long time. Memory going and what have you. Allons-y," She said with jovial camaraderie.

The Doctor took her in with a vivid smile. "You remember."

Mistress watched down below as Rose poked a lava lamp with loosely veiled fascination. The woman smiled and shook her head. Full of life, that one. No wonder he loved her.

"Mistress," The Doctor said quietly so as not to be heard by the very woman she was observing, "about our link…"

"Hardly the time, dear." She evaded pleasantly.

"No, I think four hundred years is long enough, don't you agree?" His voice had risen slightly and he coughed to hide the momentary slip. Rose looked over at the pair of Time Lords and frowned. When had he left? Finally realizing his absence, the girl grew wary and began to walk over.

He hadn't much time. The question was suffocating him in need to be free. "Why are you blocking me? Why keep me out now that we've found each other?"

The woman had only time to look at him wretchedly before his young companion took to his side.

"Doctor, will be returning to the TARDIS soon, then? _Our_ TARDIS, I mean. Only I told Mum that we'd be back before the end of the century." She laughed at her own joke, trying to ignite that old passion in his eyes. Rose did not like the distant look he'd taken to since meeting this woman. Not at all.

She roped her arm around his and smiled pleasantly up to Mistress. "We only parked out on the street. Bet you could get us there in no time, pardon the pun."

"Rose," The Doctor said, meaning to stop her. Meaning to beg and plead his companion, his Rose, to allow him to stay. Imagine that, him, the Doctor, wanting to become someone else's companion. The idea humbled him. He looked at the girl, all pink and yellow and full of life, and couldn't bring himself to say anything more.

The words slipped from his tongue. He didn't beg. Or plead. Or even ask. What was the point, really, when his girl wanted something? She was bound to get her way. And he'd let her, for as long as she'd have him.

"Quite right. We should be arriving…now, actually." Mistress had her pocket watch out, regarding it as they landed. She smiled knowingly. "Shouldn't linger though. We are still within the range of the blast."

"What is that," The Doctor said conversationally as they poked through the telephone box's doors, coming face-to-face with his blue police box. Any surprise he might have felt was quickly dispensed with his undying curiosity. "A watch? I don't remember you owning one."

"Compass, actually. New addition. Helps me find things."

"I'd say," and Rose did, sighing once the door of the Doctor's TARDIS was open. She felt so relieved to be leaving. "Pretty clever, your compass. Found this lot without even trying. We should be off, though, bomb and all."

Mistress smiled kindly at the young girl and nodded. She took a deep breath. "Well, off you go."

"I destroyed it, you know," The Doctor blurted suddenly. He felt as if the words weren't spoken now they'd never be. Why he had chosen this moment, of all things, he couldn't decide. "Gallifrey. I used The Moment and I…destroyed it all."

The man waited for her anger. Her resentment. Anything. He needed some sort of closure. When nothing but a smile graced the Mistress' lips, he didn't know what to think. There was sadness clouding her voice. "I know."

"You do?"

"Yes," She brightened her smile and took his hands. "I've known for quite some time. You did what had to be done, nothing more."

"How can you say that? I…killed them. _All _of them. Even –" The words 'our children' itched to be said, but the look in her eyes silenced him. It was like looking in a mirror. All the pain, all the loneliness. All the long empty years spent alone as the only one of their kind. Mistress knew that sorrow intimately, just as he did.

Something struck him then. A moment's weakness, a vulnerability he hadn't felt since he'd been a child. Looking up into the Schism. He was helpless to it.

"Stay. With me, stay with me." The man felt his hearts pounding desperately in his chest. He swallowed down a lump of insecurity. "Please."

Rose's breath hitched, watching the scene unfolding before her as if an intruder. She'd gone numb. They'd tried to pretend their marriage was over, that it was meaningless after all this time. But the Doctor still loved her; Rose knew that frail, unguarded look all too well. Not wanting to see any more of it, the girl went inside. It took all her willpower not to let the jealous Bad Wolf out. She collapsed upon the inner wall and listened, defeated.

Mistress regarded Rose for a moment before she disappeared into the blue TARDIS, mercy making for a watery smile. She shook her head, gazing into the eyes of the man before her. "I can't," she said softly. "Our time has passed. You have a new life, now. Rose is waiting."

"Don't leave me," He begged. Four hundred years and this woman could still make him weak.

"Everyone leaves, eventually. It's just the nature of things. We aren't meant to be together, not now. Not yet. One day, perhaps, but who is to say?"

"It doesn't have to end like this," He said, frenetically. The man attempted to convey all those words of love and longing which had been rekindled only a handful of hours ago. He was failing miserably. Crumbling. "We could…we could be _together._ Like old times. Please, stay. Stay with me."

Mistress knew better but couldn't help say, "I love you." She was miserable watching him cling to a thread of hope which couldn't be. "But I cannot. I'm sorry."

Hidden inside the blue box, Rose felt her heart clench, waiting for the words which would seal her fate. Although she'd moved out of visual range, their conversation was still heard. They'd already practically forgotten her. The Doctor was going to say the three little words she'd never heard. The three words he avoided like the plague. Rose just knew it.

She was sure if this woman heard him say those words, it would be her end for real. No more stars, no more travels. She'd be plain old Rose Tyler, shop girl, left to live a life of what-ifs and had-been. Three little words were all that stood between her and oblivion. Despite all the emotions stirring within her, despite all that she wanted to protest, Rose found herself unable to speak. Unable to move. The man she loved was in love with someone else. Nothing she could possibly say or do could change that. The only thing left was to wait.

"Mistress," he implored softly. He was trapped. Like a coward, the Doctor couldn't bring himself to say what needed to be said, even in light of her admission, even when deep in his hearts he knew it would save them. Instead he dully dodged with a, "I never stopped. Even when I thought you died. I never stopped."

The Mistress stepped toward him again and his breath hitched in anticipation. He instead felt a cold weight being pressed into his hand and looked down, perplexed. The golden compass looked back up at him. The man frowned.

"Find me," whispered the woman quickly, answering his unasked question.

She seemed troubled for having succumbed to weakness, going against her unyielding policy of non-interference. Her eyes flittered to the spot Rose had disappeared into, guiltily. Mistress leveled the Doctor with a serious look. She spoke quietly as so the girl would not hear. "Live your life. Enjoy each other for as long as you can." She looked again to the blue TARDIS, to where she knew Rose would be aching to hear; eyes shifting back immediately as if burned. There was something she wasn't telling him. The Doctor felt a tremor of dread ripple through his hearts.

"But, if ever you find yourself…_alone_…and needing someone, find me. I only hope that day will not be soon."

And with that the woman had gone, her red telephone box disappearing into time and space. The Doctor stood adrift in emotions he had no chance of naming, feeling utterly alone for the first time in centuries. He held onto the compass as a drowning man would a life preserver. The color had drained from his face.

"Doctor?" Rose had returned, having heard the other woman leave. Her voice was raw, withdrawn. She said, guardedly, "We should go. Less than a minute for the bomb, I think."

The woman had hardened herself, forgiving him his momentary blunder. He may have loved that other woman once, but she was gone now. Rose was still very much a part of his life. With time, the girl knew she'd make him forget. "Won't you come inside, then?"

"Yes," He agreed although still anchored to the spot. His finger rubbed a symbol on the compass, engrained into the metal. It was the Prydonian Chapter's seal. The man squeezed it in his palm, looking skyward. His eyes grew distant.

"Yes, I think I will."


End file.
